UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of
1934
Date of report (Date of earliest event reported): July 2, 2013
OREILLY AUTOMOTIVE, INC.
(Exact Name of Registrant as Specified in its Charter)
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Missouri |
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000-21318 |
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27-4358837 |
(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
233 South Patterson
Springfield, Missouri 65802
(Address of principal executive offices, Zip
code)
(417) 862-6708
(Registrants telephone number, including area code)
Not
applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. |
Entry into a Material Definitive Agreement. |
Credit Agreement and Guaranty Amendment
On July 2, 2013 (the
Amendment Date), OReilly Automotive, Inc. (the Company) entered into Amendment No. 2 to Credit Agreement and Amendment No. 1 to Guaranty with Bank of America, N.A., as Administrative Agent, L/C Issuer, Swing
Line Lender and a Lender, and the other lenders party thereto (the Amendment), which amends (i) the Credit Agreement dated as of January 14, 2011, by and among the Company, Bank of America, N.A., as Administrative Agent, Swing
Line Lender, L/C Issuer and a Lender, and the other lenders party thereto (as amended by Amendment No. 1 to Credit Agreement dated as of September 9, 2011, and as further amended by the Amendment, the Credit Agreement) and
(ii) the Guaranty Agreement dated as of January 14, 2011 (as amended by the Amendment, the Guaranty) by and among the guarantors party thereto and the Administrative Agent.
In connection with the Amendment, the aggregate commitments have been reduced and now consist of $600 million senior unsecured revolving
credit commitments, with a $200 million sub-limit for the issuance of letters of credit and a $75 million sub-limit for swing line borrowings. The Credit Agreement also provides for an uncommitted incremental facility that permits the Company,
subject to certain conditions, to increase the commitments under the new senior unsecured revolving credit facility by up to $200 million.
The Amendment provides for, among other things, an extension of the maturity date of the credit facility to July 2, 2018, and a decrease in the interest rate margins applicable to loans made under
the Credit Agreement and the facility fee paid on the amount of the commitments thereunder. Loans made under the Credit Agreement (other than swing line loans) will now bear interest, at the Companys option, at either a Base Rate (as set forth
in the Credit Agreement) or a Eurodollar Rate (as set forth in the Credit Agreement) plus a margin that will vary from 0.000% to 0.250% in the case of Base Rate loans and 0.875% to 1.250% in the case of Eurodollar Rate loans, in each case, based
upon the better of the ratings assigned to the Companys debt by Moodys Investors Service, Inc. and Standard & Poors Ratings Services. Borrowings of swing line loans under the Credit Agreement bear interest at a Base Rate
plus the margin described above for Base Rate loans. In addition, under the terms of the Credit Agreement, the Company pays a facility fee on the aggregate amount of the commitments in an amount equal to a percentage of such commitments. That
percentage has been reduced pursuant to the Amendment and will now vary from 0.125% to 0.250% based upon the better of the ratings assigned to the Companys debt by Moodys Investors Service, Inc. and Standard & Poors
Ratings Services.
Pursuant to the Guaranty, the Companys obligations under the Credit Agreement are guaranteed by its
subsidiaries, other than foreign subsidiaries to the extent adverse tax consequences would result from such guaranty and certain immaterial subsidiaries. As of the Amendment Date, all of the Companys subsidiaries, other than immaterial
subsidiaries, are guarantors under the Credit Agreement.
The Amendment does not change the covenants or events of default
applicable to the Company and its subsidiaries.
As of the date of the Amendment, there were no outstanding borrowings under
the credit facility.
In addition to the specific agreements and arrangements described above, affiliates of some
of the parties to the Credit Agreement and their respective affiliates have provided and may in the future provide certain financial advisory, investment banking and commercial banking services in the ordinary course of business for the Company, its
subsidiaries and certain of their respective affiliates, for which they have received or will receive customary fees and expenses in connection with the performance of such services.
The foregoing description of the terms of the Credit Agreement, the Guaranty and the Amendment does not purport to be complete and is
qualified in its entirety by reference to (i) the Credit Agreement, attached as Exhibit 10.1 to the Companys Form 8-K filing dated January 11, 2011, and incorporated herein by reference, (ii) Amendment No. 1 to Credit
Agreement, attached as Exhibit 10.1 to the Companys Form 8-K filing dated September 9, 2011, and incorporated herein by reference, (iii) the Guaranty, attached as part of Exhibit 10.1 to the Companys Form 8-K filing dated
January 11, 2011, and incorporated herein by reference, and (iv) the Amendment, attached as Exhibit 10.1 hereto, and incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits:
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Exhibit Number |
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Description |
10.1 |
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Amendment No. 2 to Credit Agreement and Amendment No. 1 to Guaranty, dated as of July 2, 2013, by and among the Company, as borrower, Bank of America, N.A., as Administrative
Agent, L/C Issuer, Swing Line Lender and a Lender, and the other lenders party thereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 3, 2013
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OReilly Automotive, Inc. |
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By: |
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/s/ Thomas McFall |
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Thomas McFall |
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Executive Vice President of Finance and Chief Financial Officer |
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(principal financial and accounting officer) |
EXHIBIT INDEX
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Exhibit No. |
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Description |
10.1 |
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Amendment No. 2 to Credit Agreement and Amendment No. 1 to Guaranty, dated as of July 2, 2013, by and among the Company, as borrower, Bank of America, N.A., as Administrative
Agent, L/C Issuer, Swing Line Lender and a Lender, and the other lenders party thereto. |
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